General Sales Conditions

  1. GENERAL PROVISIONS
    1. The General Terms and Conditions of Sale and Delivery for Machinery and Spare Parts [hereinafter: "GTS"] constitute general terms and conditions within the meaning of Article 384 of the Polish Civil Code and apply to sales and delivery agreements [hereinafter: Agreements”] concerning machinery [hereinafter: “Machinery”] and spare parts [hereinafter: “Parts”] provided by AB GROUP Anita Bołtryk with its registered office in Białystok [hereinafter: “Supplier” or “AB GROUP”] to purchasers and recipients of Machinery or Parts [hereinafter: “Customers”]. GTS do not apply to Agreements concluded with consumers within the meaning of the Polish Civil Code.
    2. The GTS are communicated to the Customers as part of the commercial offer prepared by the Supplier or are provided to the Customers in the course of negotiations intended to conclude the Agreement or are attached to the Agreement concluded with the Customer as its integral part (Appendix). The GTS are deemed to be communicated effectively also when the Customers are notified that the GTS are available on the Supplier's website https://abgroup.global, in the “GTS” tab.
    3. When the Customer accepts the GTS for a single order of Machinery or Parts, he or she agrees to be bound by them also in subsequent transactions.
    4. Any derogations from the GTS are effective only if they result from the Supplier's offer, which constitutes an offer within the meaning of the Polish Civil Code, or if they were explicitly formulated in writing and accepted by the Supplier.
    5. If there are any discrepancies between the GTS and the standard agreement drafted by the Customer, only the present GTS applies. The GTS are effective as of May 24, 2021.
    6. Sales catalogues, technical specifications, price lists, advertising materials concerning Machinery or Parts are for information purposes only and do not constitute an offer within the meaning of the Polish Civil Code; they are solely an invitation to negotiate.
    7. All information relating to Machinery or Parts can be found on the Supplier's website at the following address: https://abgroup.global
    8. By concluding the Agreement, the Customers confirm that they have read the information in question.

 

  1. CONCLUDING THE AGREEMENT
    1. Unless stated otherwise in the Supplier's offer, the Agreement does not constitute an offer within the meaning of the Polish Civil Code.
    2. Unless the Parties have agreed otherwise, the Agreement is concluded when the Supplier confirms the order [hereinafter: “Order Confirmation”]. The Supplier shall send the Order Confirmation by fax or e-mail. The Order Confirmation is the Supplier's response to:
      • Customer's Order, or
      • acceptance of the Supplier's offer by the Customer.
    1. Order Confirmation will include confirmation of the material part of the Parties' arrangements concerning the content of the Agreement (machine, price, delivery date etc.) and refer to the GTS.
    2. By concluding the Agreement, the Customer represents that his or her financial condition is sound, in particular that the payment of the price for the delivery/sale of Machinery or Parts included in the Order is not in doubt due to his or her financial condition.
    3. If the Parties have permanent business relations and the Supplier does not respond immediately to the Customer's order, it will not be deemed that the Parties have concluded a delivery agreement.
    4. The Customer shall bear any additional costs of delivery due to changes in exchange rates, customs fees, insurance premiums, transport charges or other charges which occurred after the Agreement has been concluded and without changes thereof.

 

  1. CANCELLING THE ORDER
    1. If the Customer cancels an order, the Customer shall reimburse all costs the Supplier incurred due to the cancelled order. Customer shall also pay remuneration to the Supplier in proportion to the part of the order already completed and to pay a contractual penalty of 20% of the value of the cancelled order.
    1. Payment of the contractual penalty does not deprive the Supplier of the right to claim damages from the Customer under general terms and conditions.

 

  1. WITHDRAWAL FROM ORDER COMPLETION 
    1. If, for reasons beyond the Supplier's control, the costs of delivery increases or delivery is made impossible, the Supplier may, at its discretion, cancel the delivery in whole or in part or make delivery under changed terms with the consent of the Customer.
    2. The Supplier may notify the Customer in writing or by telephone of the cancellation of a delivery in whole or in part, or about a delivery under changed terms.
    3. In the case described in item 4.1. of the GTS, the Supplier will not be liable to the Customer, in particular for damages.
    4. The Supplier may also cancel the delivery if the Customer is late with payment or does not collect the goods produced in accordance with the previous order.

 

  1. PAYMENT TERMS
    1. The Supplier may make the manufacture conditional upon payment by the Customer of an adequate advance payment.
    2. The Supplier may request the Customer to make an advance payment even if this has not been agreed upon explicitly by the Parties to the Agreement.
    3. In the event of a material change or when the Customer cancels the order, including the order to arrange the production of Machinery or Parts, the Supplier may retain the received advance payment, regardless of its right to reimbursement or remuneration.
    4. Unless otherwise agreed by the Parties, the Customer shall pay the sale/supply price of the Machinery or Parts prior to their delivery. In the case of sales with deferred payment, unless the Parties agreed otherwise, the Supplier shall issue a VAT invoice for the full value of the delivered Machinery or Parts within 7 days from the date of their delivery. The Customer shall pay the invoiced amount within the period specified in the invoice.
    5. If the Customer is late with the payment, the Supplier will charge interest at the rate for delay in commercial transactions.
    6. In the event of default in payment, any payment from the Customer to the Supplier will be used first to repay the accrued interest.
    7. The Customer may not suspend payment due to claims submitted in connection with the performance of the delivery specified in the invoice. The Customer waives the right to set off mutual claims against the Supplier's claims specified in invoices for deliveries.

 

  1. DELIVERY AND TRANSPORT
    1. Deliveries are made according to INCOTERMS ® 2010 , i.e. based on the delivery rule agreed upon by the Parties.
    2. The Supplier is not liable to the Customer for delays in the shipment of Machinery or Parts, including delays caused by carriers.
    3. If the Customer receives the ordered products directly from the Supplier, the Customer shall collect them within 7 days from the date he/she is notified that the products are ready to be collected.
    4. If the Supplier deems that the means of transport does not meet the necessary technical requirements, the Supplier may stop the shipment of Machinery or Parts and immediately notify the Customer thereof.
    5. If the Customer fails to collect the ordered products in time, the Supplier may charge him/her the costs of storing the products at a rate applicable in the Supplier's plant, i.e. EUR 500 per day.
    6. On acceptance, the Customer shall confirm that the delivery has been made properly in the delivery document issued by the Supplier, by having it signed by an authorised person under the Agreement. Only Customers' employees who accept the Machinery or Parts may sign the delivery documents. When collecting the ordered products from the carrier, the Customer shall examine the products for visible damage in transit. If such damage is found, a document specifying the damage must be drawn up together with the carrier. If the condition of the consignment was not questioned at the acceptance, and the damage could be noticed during unpacking, further unpacking should be stopped, and the Supplier's representative shall be informed in order to draw up a document specifying the damage.

 

  1. DELAYS, CONTRACTUAL PENALTIES.
    1. If the Parties have agreed on a contractual penalty for delays, the following terms apply. If the Customer has suffered damage as a result of a delay caused by the Supplier, he or she may claim a contractual penalty, excluding any other claims for damages exceeding the amount of the agreed contractual penalty. The amount of the aforementioned contractual penalty is 0.5% (in words: zero decimal five tenths) of the net value of that part of the order which has been delayed for each week of a delay, but not more than 5% of the net value of the delayed part of the order. A grace period of one week is agreed for calculating late delivery.
    2. If the Machinery is not installed and put into operation within the period mutually agreed upon due to the fault of the Customer, excluding force majeure as the cause, the Customer shall pay the Supplier a contractual penalty in the amount of 0.5% of the net value of the Machinery for each week of delay, but not more than 5% of the net value of the Machinery. A grace period of one week is agreed.
    3. Notwithstanding the above provision, the Customer may withdraw from the Agreement only due to a delay caused by the Supplier or after a new deadline for performance of the order agreed in writing has expired.
    4. If the delivery delay caused by the Supplier exceeds 60 days, the Customer may request in writing that the Supplier perform its obligations under the Agreement with respect to the delayed deliverables, granting an additional period of 20 days for the performance. If the additional period expires without the performance, the Customer may withdraw from the Agreement with regard to the delayed performance within 30 days after the additional period has expired.

 

  1. CLAIMS, GUARANTY AND LIABILITY
    1. The Customer is provided with the guarantee whose terms are specified in the guarantee document.
    2. The Parties exclude the Supplier's liability towards the Customer under guarantee for physical defects of the products (pursuant to articles 558 and 612 of the Polish Civil Code), and accept that the Supplier's liability for damages towards the Customer is limited exclusively to damages caused by wilful misconduct.
    3. If a guarantee claim is not justified, the Supplier may charge the Customer with the costs of lost profits or contractual losses. Any consequential damages are excluded.
  2. RETENTION OF TITLE
    1. Until full price as per the Order Confirmation is paid, the Supplier retains the title to the Machinery or Parts that are the subject of the order.

 

  1. FINAL PROVISIONS
    1. 10.1.The governing law for matters relating to the GTS and the Agreements is Polish law. Any disputes arising in connection with the application of the GTS or with the performance of the Agreements will be settled by the competent court for the registered office of the Supplier. The Supplier may also bring an action before the court having jurisdiction over the Customer's registered office.
    2. 10.2.The Supplier shall inform the Customer about any amendments to the GTS. If the Supplier does not receive from the Customer a notice on non-acceptance of the amendments to the GTS within 10 working days from the date of receiving the notice about the amendments, it will be deemed that the Customer has accepted them. The amendment clause in this section provides for amending the GTS only for justified reasons and does not provide for amendments that substantially affect the Agreement binding the Parties, nor does it provide for amending essential elements of the Agreement.